Form 4: Valvoline CPO Caldwell Reports Equity Transactions

Valvoline's Chief People Officer, Jonathan L. Caldwell, reported the acquisition of 3,080 shares from a vested performance share unit award and the disposition of 958 shares for tax withholding.

Summary

• Jonathan L. Caldwell, Chief People Officer of Valvoline Inc. (VVV), reported transactions on November 19, 2025.
• Acquired 3,080 shares of Common Stock, representing shares earned from a FY23-FY25 Performance Share Unit (PSU) award.
• The PSU award was granted on November 29, 2022, and became 100% vested on the last day of the performance period.
• The Compensation Committee of the Board of Directors certified a PSU payout equal to 98.4% of target, based on adjusted net income performance goals and Total Shareholder Return (TSR) relative to the S&P 400 MidCap 400 Index.
• Disposed of 958 shares of Common Stock at a price of $30.64 per share, typically for tax withholding related to the PSU vesting.
• Following these transactions, Mr. Caldwell beneficially owns 23,892 shares of Valvoline Common Stock.

Sentiment

Score: 7

Explanation: The filing reflects a positive sentiment as a key executive received a substantial equity award based on strong company performance (98.4% of target PSU payout), indicating effective alignment of management incentives with shareholder interests.

Positives

• Management (Chief People Officer) received a significant equity award, aligning executive interests with shareholder value creation.
• The Performance Share Unit (PSU) payout of 98.4% of target indicates strong company performance against adjusted net income and Total Shareholder Return (TSR) goals over the FY23-FY25 period.

Negatives

• The disposition of 958 shares for tax withholding reduces the direct beneficial ownership of the Chief People Officer, though this is a standard practice following equity award vesting.

Industry Context

The filing indicates that Valvoline's performance, specifically its Total Shareholder Return (TSR), was benchmarked against companies in the S&P 400 MidCap 400 Index for the purpose of executive compensation, providing context on how the company measures itself within its peer group.

Comparison to Industry Standards

• Valvoline's FY23-FY25 Total Shareholder Return (TSR) was evaluated relative to companies within the S&P 400 MidCap 400 Index as a performance modifier for the PSU award.
• The Compensation Committee's decision to award a PSU payout of 98.4% of target suggests that Valvoline's performance, considering both adjusted net income and relative TSR, was largely in line with or slightly below the upper end of expectations when compared to its industry benchmarks.

Corporate Governance

Related Party Transactions

• Jonathan L. Caldwell, Chief People Officer, received shares from a performance share unit award and disposed of shares for tax withholding, which are standard compensation-related transactions between an executive and the company.

Stakeholder Impact

• Shareholders: Positive, as executive compensation is directly tied to performance metrics like adjusted net income and Total Shareholder Return (TSR), fostering alignment between management and shareholder value creation.
• Employees: May signal a healthy performance culture within the company, potentially influencing broader employee incentive programs.

Key Dates

Recommendation

This Form 4 reports a routine vesting of performance share units and subsequent tax withholding for a key executive. While the 98.4% payout of target PSUs indicates solid company performance against set goals, it does not present new material information that would significantly alter the investment thesis for Valvoline. Investors should continue to hold based on broader company fundamentals rather than this specific insider transaction.

Keywords

Valvoline, VVV, Form 4, Insider Transaction, Equity Award, Performance Share Units, Executive Compensation, Jonathan Caldwell